Second Amendment to Equity Office Properties Trust 1997 Non-Qualified Employee Share Purchase Plan

Summary

This amendment, effective May 20, 2003, modifies the Equity Office Properties Trust 1997 Non-Qualified Employee Share Purchase Plan. The main change is to the definition of the "Purchase Period," specifying new quarterly periods for employees to purchase shares. The amendment was executed by the company's Executive Vice President and Chief Legal Counsel. The plan continues to be administered by the company and its committee, with the updated purchase periods taking effect starting December 1, 2003.

EX-10.5 9 c80760exv10w5.htm EX-10.5 2ND AMENDMENT TO NON-QUALIFIED SHARE PLAN exv10w5

EXHIBIT 10.5

Second Amendment to the Equity Office Properties Trust
1997 Non-Qualified Employee Share Purchase Plan
(As Amended and Restated Effective January 1, 1998)

WHEREAS, Equity Office Properties Trust (the “Company”) has adopted the Equity Office Properties Trust 1997 Non-Qualified Employee Share Purchase Plan, as amended and restated effective January 1, 1998 (the “Plan”); and

WHEREAS, on February 16, 1999,the Company amended section 2.16 of the Plan to change the Purchase Period; and

WHEREAS, the Company desires to further amend the Plan to change the Purchase Period;

NOW, THEREFORE, the Company hereby amends the Plan, effective May 20, 2003, in the following respects:

Section 2.16 is amended to read as follows:

“2.16 The term “Purchase Period” shall mean a period set by the Committee. Unless changed by the Committee, commencing with the Purchase Period which begins December 1, 2003, each Purchase Period shall begin on the dates listed below and shall end on the business days coinciding with or immediately preceding the dates listed below:

March 1-May 31

June 1-August 31

September 1-November 30

December 1-February 28*

* In the case of a leap year the fourth quarter purchase period shall be

December 1-February 29”

IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized officer of the Company, this 21st day of May 2003.


		EQUITY OFFICE PROPERTIES TRUST

		By:		/s/ Stanley M. Stevens

		Name: Title:		Stanley M. Stevens Executive Vice President, Chief Legal Counsel and Secretary